In the Midst of Cherry Blossoms
by Silent.Surrender
Summary: Sai didn't know what this meant. As she advanced with low set eyelids, two things occured to him: 1, Sakura didn't understand that the pale boy in front of her wasn't Sasuke, and 2, none of the books ever taught him what to do in this situation. LEMON!
1. Chapter 1

**A/N: Hi guys! I'm sorry this is late...I know I've been promising a new fic for a while, but school is really killing my spare time. Sorry.**

**Just so you know, this isn't completed yet, and I do intend to finish this up soon. It's rated M for a reason people – Lemon next chapter. **

**So, enjoy this, and soon I'll have the second half up, with that sexy lemon I know all of you want deep down. Don't hide it! Be proud and strut your stuff like Kakashi and Icha Icha :P**

**Alrighty... thanks, and don't forget to review! Gimme some ideas, because I'm not really happy with the idea I have for the ending right now. **

**Disclaimer:**

**Me: *Henge no Jutsu!* OH CHYEAAHS, look who's transformed into Masashi! YESS! I NOW OWN-**

**Sai: ...Hn...Kai!**

**...**

**...**

**...**

**You're...Ugly.**

**Me: *Sniff* ...please bear my children.**

**And without further ado...**

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Sai watched in utter silence as the pink-haired kunoichi stared with glazed eyes at nothing in particular. They sat together under an old cherry blossom tree, after her decision to stay after a team 7 training session. Sai decided to stay too, not wanting to have to come along to Ichiraku with Naruto and end up paying anyway. So he sat next to her, sketching quietly. He had drawn the landscape, the trees, and would've started drawing Sakura, but he feared the chakra infused punch that she would definitely deliver if he started. Now that he was done, he noticed that she had not moved an inch in hours, her eyes trained on the same spot in the sky that darkened in the twilight.

Her fingers drifted in the grass, as though pulling her fingers through one's hair, and she remained silent. She did not move, did not acknowledge that he sat next to her, and soon enough, he was watching her eyes and wondering if this was another one of those complicated emotions that everyone but he seemed to possess.

Sai would have thought she had been paralysed if not for the slow rhythmic breathing that made her modest chest rise and fall slightly. She was so still that it was inhuman - even hardened, heavily trained ANBU members could not rival her motionlessness. It confused him. He wanted to know what could make one act in such a manner.

"Hey, Ugly." he voiced, watching her reaction.

She did nothing except raise one perfect, slender eyebrow, and clench her jaw slightly.

"It's getting dark. We should leave." he notified her, gesturing to the ever-darkening sky. She replied almost instantaneously.

"Then leave Sai. Go. I won't stop you." she murmured expressionlessly.

Sai stared her for a last second, and then got up and began to leave. As he walked away, he paused when he heard her chuckle quietly.

When he turned around, his eyes widened when he saw shaking her head, laughing, despite the crystalline tears that flowed in rivulets down her face.

Before he could even question her actions she held up a hand to stop the inevitable questions she sensed.

"...You'd think I'd be used to it by now." she laughed bitterly.

When he raised a wary eyebrow in confusion, she choked softly before continuing.

"...Why must everyone I care about leave me?" she asked him, searching the cold depths of his eyes for an answer he did not have.

He searched his mind for an answer, anything to stop the inevitable tears he could feel coming.

This had happened before. Although she tried to hide it most times, he always caught her, and the tears that she shed, when she walked over the bridge to Konoha, whenever she went to the third training ground, every time she passed the Uchiha complex where his clan once lived.

Every time she looked into his own eyes and saw someone else behind those obsidian orbs.

"Answer me, Sai." she commanded weakly, the tears collecting in her eyelids, and dripping down her cheeks, her nose, down her lips.

Sakura was one of those women that were beautiful when they cried. She didn't have the insane hiccoughing, or the snot-choked voice, or even a hysterical whining noise that women made when they sobbed uncontrollably.

Sakura's face had a heartbreaking expression on her features. Her eyes were shiny and bright, despite the tears that clouded her irises. Her lips were pouted unconsciously, and the tip of her nose was a soft pink that made her look so innocently beautiful that she appeared to be an angel.

Sai would never admit that he found her so exquisite. He continued to call her ugly, because he had read somewhere that women like to be called the opposite of what they were. Now, in her apparent misery, he felt the ghost of an unknown emotion stir deep within his buried depths.

He could do nothing but stare. He knew that most people were uncomfortable when they were stared at, but he couldn't find a reason to pull away. The crease in her perfect, pale skin above her eyebrows... The way her teeth bit her lip in attempt to stifle the sobs that threatened to emerge...all down to the way her slender fingers held on tightly to the tufts of grass located at the base of the cherry blossom tree. The petals of the bloomed flowers began to fall, and Sai thought for an incredulous moment, that this was just like the movie that Naruto had forced him to watch last week. Only...it had ended with the heroine dancing under the petals.

Sai wondered what Sakura would look like dancing in the petals of her namesake.

She had apparently forgotten him, or maybe she just didn't care anymore. He wasn't sure how to approach her; he couldn't stay here, rooted to the spot five meters away from her, and leaving was out of the question. It wasn't because he wanted to stay, but leaving would make everything worse.

He took a tentative step forward, and kept walking silently, til he was at her side. He kneeled down, watching her trembling physique with perplexed eyes. The flower petals were littered on her lap, her legs, her hair, yet she made no move to remove them. He opened his mouth to speak, but no words came out.

"Sai...will you stay with me? Just for a while?...Please?" she whispered delicately, wiping away stray tears with warm fingers, bleached pale in the moonlight.

He paused for a second before answering. "...If that's what you want." he murmured softly, ashamed of the huskiness in his voice.

He moved closer and sat next to her, leaning against the trunk of the tree, and gazing at the stars that had slowly began to emerge shyly. With a resigned sigh, she too lay back down against the trunk, not at all minding the shoulder to shoulder contact she was making with the emotionless artist.

They sat in sheer silence, so quiet, it was eerie. The usual birds in the sky had already flown to their nests, roosting for the night. The sun had finally set, and so it was black as pitch, save for the crescent moon, and the tiny stars shining like little diamonds in a black tapestry.

Hours, minutes, days, or years could have passed, yet neither knew how long they sat against that tree. He was aware of how she edged closer until she rested her head against his shoulder. He didn't know what that meant. _Affection..._No, he thought. He wasn't the one she pictured when her fingers absentmindedly drifted across the pale skin of his forearm.

"Sai..." she breathed, her dainty eyes fluttering shut.

"Hm?" he murmured faintly.

She looked at him then, and he was yet again taken aback by the intense emotions on her face. She looked at him again, her features composed in a way that he had never seen them before.

What was that? No one had ever looked at him that way before. It was similar to something he had seen form Yamanaka Ino, but it was still different. It was...unnerving.

_Could it be?_

_...Lust?_

_But also..._

_...Some kind of pain?_

She leaned closer, her eyes still pained, yet full of the new emotions she displayed. Sai was thoroughly confused. He didn't understand how a person could feel such things...Lust and pain...it seemed a dangerous mix.

She reached out closer to him, running her hands along his forearm, until she gripped him, vicelike, under his elbow. His eyes widened in alarm, and he automatically leaned back from her advances, a hand repositioning itself back behind him to stop him from falling over.

"Sakura-san...what are you doing?"

She sucked in another breath through her teeth, tracing her fingers up his bicep, up his shoulder, and dipping her fingers into the hollow above his collarbone, making him gasp momentarily. She ignored him, leaning close enough that he could feel her breath on his neck, not knowing - or caring that he had become a tense statue under her administrations.

"Sakura-san...Saku-" he inhaled sharply as he she pressed her lips against his neck, her tongue darting out as if to taste the skin on his neck.

"Sakura..."

She smiled bitterly when he dropped the appropriate honorific.

"Sakura...what are you doing?"

He gently pushed her back to see the intentions written on her face as he observed her with bewildered eyes.

"Just...let me..."she breathed, her face the epitome of distress, as she slowly lifted two fingers and run them softly down the side of his face. Her fingers left an invisible burning trail down his skin. He closed his eyes at the feeling of her ministrations, feeling utterly trapped, unknowing of the appropriate response to her actions.

_If I pull away, will she cry again? Or will she just hit me?_

"Let you what?" he murmured inaudibly, eyelids low-set over his obsidian orbs as he watched her lips move down his shoulder with an entranced, yet fearful fascination.

"Let me...forget."

She pulled away for a split second, and glanced at his face, ashen and beautiful.

_He looks so much like him._

In her eyes, she didn't see Sai. She saw the replacement for her true love hidden in the facets of his obsidian orbs, the colour so...similar...

_Until he comes back. I promise. Sasuke, when you come back, I'll run to no-one but you._

Maybe it was denial. Or some bizarre way for her to cope with her loss. He had left her more than 3 years ago, yet not a day had passed when she didn't miss him. Not a second, not a breath, not a heartbeat had left her, without his name dancing with them. _Breath. Sasuke. Heartbeat. Where is he? Blink. I want him to come back. _His memory was forever trapped in her mind. And she could do nothing, only hope for his return, wait for him to love her enough to come back to Konoha.

She knew that she would always be waiting.

And hell, she knew he wouldn't come.

But she hoped. Because that was all she could do. Hope, pray, plead, anything to keep his fast fading memory engraved in her mind.

And if it meant pretending he was Sasuke...

...Maybe that would be enough.

Looking her newest teammate, she really had to pity him. He didn't know what she was doing, how to react- and deep down she knew it wasn't fair to use him for her own sick, twisted attempts at holding on to Sasuke. But she was selfish enough to keep going. She could see that he was so confused...so _unsure _of how he was supposed to react. She could see how his pale, washed-out skin began to warm in her smooth yet strong hands. She could see the rosette hue his cheeks had begun colour to.

She hoped he could see what she wanted. _Needed._

He sighed inaudibly as she ran a warm hand down his chest. He revelled in the touch of her skin against his shirt, and his sigh turned into a startled gasp as her hands met the skin of his abdomen, unclothed by the midriff shirt he wore.

"Do you like it? ...Do like it Sasu- I mean, Sai?" she quickly corrected herself.

"...I am..."

"What?"

"...Unsure...I...How would one react in this situation, Sakura-san?" he gasped again when she rubbed a slow circle around the ring of muscles around his belly button.

She smiled for a second.

"Just...relax. Use your instincts. It'll come to you."

"...Okay."

_I used to hate that stupid shirt. Now...it's working in my favour._

Her fingers drifted slowly back up to his neck, and before caressing his collarbone briefly, she slowly unzipped his shirt, revealing the top half of his chest. She gazed at his body, flawless skin, broad shoulders, strong abdominals, and that sexy hollow made by his pelvic bones that pointed to nether regions.

Having an ANBU member for a teammate definitely had its advantages, she decided.

His eyes, so dazed and peaceful suddenly snapped back into consciousness when she slipped the garment off his shoulders. He leaned away again, suddenly anxious.

"...Saku- ...Sakura-san...I think...this is wrong. We shouldn't do this." he advised seriously, reaching for the shirt.

"Huh. Why?" she scoffed, irritated now. Her hands still caressed his body, trying to lull him back into his previous state.

"I have read that it brings dishonour to a lady to lose her virtue before marriage." He recited with about the same emotion as the textbook.

She hummed in surprise. "I didn't know you thought that."

"Thought what? Sakura." He warned, as her hand strayed lower. He pulled her hand away, but she just went back to his chest.

"Lady? What happened to ugly bitch?" she asked skeptically.

"You are an ugly bitch. But you are a virgin, ugly bitch, and will remain for so for a long time."

She knew that he probably didn't understand how very insulting that was, so she tried to ignore his last words by distracting herself from pulling him limb from limb. She pressed her fingers into his warm, smooth chest waiting for a reaction. Her plan failed though, he had held her back with two strong arms and was now trying to stare her in the eye, feeding her rationalism.

She exhaled angrily, and leant back, turning away from the suddenly-all-responsible artist, who moved a few paces away from her to give her space. She was frustrated with him, and she didn't know how she was going to deal with things now that her replacement Sasuke had also pushed her away. That's all she ever got from him. Pushed away. And now, Sai was doing it too. She leant back against the tree, shaking her head in anger.

_Fuck this. Fuck Sai. Fuck Sasuke. Fuck the world. Fuck my life. Fuck everything._

He watched in wary concern as she battled a losing war in her head, how she clenched her fists in anger, how she gritted her teeth. He noted how cold and narrow her eyes were now, when less than a minute ago they were clouded in that strange mixture of emotions.

"Sakura-san...what is wrong with you?"

He remained impassive, and didn't flinch when she exploded.

"My name is Sakura, okay, Sai? Sakura. Not Sakura-san. Not kunoichi. Not FUCKING UGLY, OKAY? SAKURA! IT'S SAKURA! That's all. That's all it'll ever be!" she screamed, standing up and drawing tremendous amounts of chakra into her fist.

_Hm. She actually growled. Do females usually display this behaviour? _

"SAKURA. HARUNO SAKURA. ALL I'LL EVER BE IS HARUNO SAKURA, ALRIGHT? NOT UCHI-" she yelled before her voice broke, and she swallowed uneasily, refusing the tears leeway onto her cheeks.

Sai didn't move an inch, but watched in absolute shock as she struggled to keep her inner self under control. He had never seen her so angry...not even when Naruto would do something stupid. No, she was serious. And he'd have to be careful, or she wouldn't hesitate to kill him.

"AND YOU WANT TO KNOW WHAT'S WRONG? HO- YOU KNOW WHAT'S WRONG?" she bellowed, eyes glowing like green fire.

She strolled over to where he was sitting, and picked him up easily with one hand and hauled him to his feet. She refused to be affected by the look of cold indifference in his eyes.

_Does he feel nothing?_

"LOOK AT ME!" She sobbed, shaking his shoulders, when he was clearly staring her silently in the eye. "Oh Kami...Look at me. Just look at me." she cried, sinking down to the ground, clutching at his legs. Her nails dug into the back of his pants at his knees.

"I am looking at you, Sakura." he murmured softly, looking down at her with eyes that for a second were almost sympathetic.

"Why...why...what did I do wrong? Why...wasn't I...ever enough?" she choked out between hysteric sobs.

Even when she couldn't speak, even when she was at his feet, even when the tears that she cried were for the man that had selfishly left her, he still thought she was beautiful.

"Sasuke...come back...Sasuke...please...I love you...Sasuke..."she whispered like a mantra, sobbing into his legs.

His eyes tightened at the spectacle in front of him. It always led back to Uchiha Sasuke. He had reason enough to hate the bastard after seeing everything he'd ever done to her. She was calling out for her lost lover...the one that never loved her in return. His eyebrows furrowed, his eye sight grew blurry, and his eyelids felt heavy.

He felt the warm liquid trail down his face.

Startled, he lifted a single finger to his face, and wiped at the moisture.

_...Tears?_

He looked down at Sakura again, who was still crying at his legs, whispering _his_ name over and over, and felt that familiar pang in his chest. He hadn't known what it was- or how to stop it, but all he knew was that when she was upset...

...That was when he felt it.

He knelt down; looking into her glossy eyes, and took in her sight again. Lovely as ever...but he always thought of her perfection in an artistic way.

_So why is this time different?_

Her face was less than an inch away from his, and he could see every tear clinging to her eyelashes.

Then when she spoke, he finally knew.

"I'm sorry Sai." she mumbled, and green eyes met obsidian.

_Oh Kami...I'm in love with her._

While he fought to stop the explosion of feeling in his body from showing on his face, he took deeper breaths, trying to stop his trembling fingers from meeting her eyes. He had never felt so justified in his whole life – never had a reason to care so deeply before.

And that was why he was so incredibly terrified.

When he finally had exerted enough self control to listen to what she was saying, she was still apologising.

"I didn't mean to yell at you. I just...really needed...I-"

It didn't make any rational sense, but then when it came to Sakura, nothing ever made rational sense. It seemed to work out somehow, but there was no logic. No rhyme or pattern. Everything she did always surprised him. He would always be a step behind, trying to learn the reasons for what she did. It was often that he didn't get any answers.

And it shouldn't have been happening. Sai was raised in ANBU root – and the training he had undergone taught him to forget emotions, because emotions sparked hatred, and hatred led to war.

_It's all Uzumaki Naruto's fault. I might have felt like an outcast without these unpredictable emotions, but at least I was safe._

_At least I knew what I was doing._

She looked distraught. Confused. Angry. Chaotic. Depressed. Everything. All her emotions were written on her face, and finally he understood what was wrong with her. Finally, he understood why he cared so much.

He cut her off, placing cool fingers on her pink satin lips, ignoring the twist in his stomach at the unfamiliar action, similar to stage fright.

"...Ugly, just shut up."

And somewhere in the incoherent madness of his mind that was screaming at him to stop, his lips found hers.

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**Hope you likeeeee! Suggestions and ideas are most welcome. I love my readers! :D**

**Oh, and that review button down there is a little itchy. ****Maybe clicking it will help..?**


	2. Chapter 2

**A/N: HEEYY. I'm so so so so so sorry that it took this long – but, hey now you know why I don't do chaptered fics. I was very busy with exams and such.**

**WARNING: This chapter contains a lemon! Read at your own discretion!**

**Ok Lovies. Please review! It makes me write more!**

**DISCLAIMER: I own Naruto. In my mind. I also own Josh Thomas, Kenichi Matsuyama, Death Note and all the band members in Saosin too. But only in my mind. ****:(**

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For a second she was unresponsive, still against his warm, moist lips. But then she remembered how she wanted Sasuke to be her first kiss, and now she had given it to Sai.

_I can make him Sasuke in my mind if I want him to be._

His lips moved dizzyingly against her own, and she wondered where the hell he learned to kiss like that.

"Sai...I need you to know. I don't love you." she murmured breathlessly around his lips.

He paused in his ministrations. He was prepared for that. He knew full well when she was crying his name out at his feet that she loved the traitor with every drop of blood that ran in her veins. He knew that she would never give up. But somehow, he didn't bring himself to care. Maybe he was a masochist. But at that second, with the taste of her fresh on his lips, nothing mattered.

So he lied.

"Good. I don't love you either." he murmured back, just as softly.

And so they continued.

He continued to ravish her mouth, enjoying the tiny whimpering noises she made at the back of her throat when he applied pressure to the soft spots in her mouth. She moaned deeply when he massaged her tongue with his own, and she felt him smirk against her lips.

"Oh...Sai...Mmmm..." she gasped when his fingers found her throat and tilted her head back for better access.

He continued to kiss her like that, her small moans and gasps fuelling a fire that had started to build the moment his lips touched hers. She clutched at the hair at his nape, her breathing uneven. She felt like she would die if he didn't let her breathe soon, but at the same time, she didn't want to let go.

His lips moved lower, caressing her jaw line and the soft skin of her neck. She cried out when she felt him suck at the skin there. He growled in response.

_Kami - he's marking me as his own._

After the red pock mark had risen, he moved lower, past her collarbone to the soft skin of her chest. He wasn't far from reaching her cleavage line, and her breathing had become embarrassingly loud to her own ears.

His hands travelled from her neck, leaving white hot trails on her skin where he touched her. After tracing the hollow above her collarbone with quick, feverish fingers, he moved to the back of her shirt, lifting it just so, his fingers tracking the flesh of her lower back with no abandon. She cried out louder this time, her fingers pulling at his hair.

Spurred on by this reaction, Sai lifted her shirt above her head, revealing the soft white flesh of her stomach. Running a hand over her stomach while his lips moved back to her own, he could feel her whimpering as his hands explored the skin there.

_Odd...So soft and warm...but...muscular as well?_

The body of the kunoichi in his grasp had began to writhe and twist under his diligent hands. He explored the planes of her stomach and back, learning that if he rubbed the top of her hipbone like this, she would gasp, and when he caressed her ribs like that, she would whisper his name. All of this, he learnt, and memorised, teaching himself what she liked and didn't like, and soon, she was hot and flushed under his hands.

He smirked under her lips. He hadn't even begun to really touch her yet.

Abandoning her stomach, his fingertips inched higher up, until he reached the base of her bra.

"...Sai..." she murmured, eyes closed.

"What do you want, my little cherry blossom?" he whispered, moving his lips close to her ear, face covered in thickets of her pink hair.

"I...I want...I need-" she stuttered, unable to make a coherent sentence.

"Yes?" he asked softly, fingertips sliding side to side along the base of her bra. His fingers slipped under the fabric for a second, and she cried out wantonly.

His tongue traced the outer shell of her ear, kissing the spot underneath her earlobe.

"Tell me Sakura. Tell me what you want." he muttered inaudibly, his face still hidden in her hair as he continued to stroke her skin.

"I want...I want you...I want you to talk to me like that..."she sighed, arching up into his touch.

His eyes widened, and he raised an eyebrow, a smirk forming on his lips.

"You want me to talk to you?" he asked quietly, never ceasing his touch on her skin. "Hi there, Haruno Sakura. You're ugly." he smiled gleefully.

"No...stupid...not like that..." she huffed in irritation.

"How then? How do you want me to talk to you?" he asked, pulling away from the sanctuary he made in her hair, next to her ear.

He looked at her fully then, laid out in the tall green grass under the sakura tree, and noted her half-lidded, lust infused irises. She looked...sexy, really. There wasn't really any other word Sai could think of when she lay in front of him, wearing nothing but a medic skirt, standard ninja sandal boots, and a lacy bra that was designed for nothing other than to take it off.

_Tsk...she's a naughty girl after all._

Sakura swallowed, trying her best to keep a rational train of thought. True, no other man had seen her like this, and the fiery glint in Sai's eyes made her feel demure. But the way that he stared at her, the raw _hunger _he held in his eyes could not be ignored.

_This is...unexpected. I thought he had no emotions._

But when his lips started to ravish her jaw as his fingers snuck behind her slowly undid the bra with a single hand, she knew.

_This is... nothing but pure instinct._

"Talk to me... talk to me like I'm the most amazing thing you've ever seen. Talk to me like... you can't resist me." she breathed.

_Hn. But I can't resist you anyway._

After discarding the bra, he threw it carelessly to the side, but didn't rise to look at her yet. He wanted to make her feel what she wanted- and he intended to make her scream before this night was through.

"Let me know what you're feeling, little kunoichi..." he rasped into her ear again, kissing a trail down her jaw.

She felt her insides clench at the sound of his rough voice, and heard herself inhale in anticipation as he snaked a hand down her velvet skin, lifting a single leg above his hip. She knew what he was feeling- either that, or he had a banana in his pocket.

And while she had been the one to initiate this, and only a while ago, she was advancing on to him, it was clear who was dominating now. And with this single realisation, she saw that she was very inexperienced, and had no idea what she was doing. Scared, young and nervous. _Unadulterated._

But as Sai worked over her body in a flawless manner, she had to wonder. _Is...this his first time too? I mean...he doesn't act like a first timer...Heh. I wonder who fucked Sai first? Bet it was Ino._

His hands began to run up her stomach, and she lost all her train of thought. As he reached the base of her breasts, she began to whimper uncontrollably- unable to find a way to show him how she was feeling, and coping with these new, intense emotions in her raw body.

"That's it. Cry. Weep. I want to hear it. All of it." he whispered impassively, as if asking for a spare paint brush from someone.

"Sai... Oh Kami.." she breathed, eyes shut.

She felt him pull away from her this time, and slowly his face became illuminated in the white moonlight. She swallowed when she noted the look of complete lust in his eyes, and how his raven black bangs had fallen carelessly into his eyes, lips slightly agape. She bit her lip in anxiety.

His eyes held hers for once tense, sexy moment, then his allowed his eyes to rake down, devouring the sight of her exposed flesh. She watched his reaction carefully, then unable to take the silence, attempted to cover her chest with a free arm. She was stopped though - Sai had grabbed her wrists at lightning speed and pinned them on either side of her head. She was even more exposed than before now - her sweet, pert nipples standing out from her skin, hardened in the cool air and from the excitement she could feel pooling between her legs. She tried to pull away from her bonds, but he just held tighter. She blushed a deep scarlet, and he just laughed.

"So now you're the nervous one? Hmm...And I thought you were _so_ ready for this." he mocked, unable to wipe the smirk off his face. "A little contradictory if you ask me, Sakura." he added innocently.

Her inner self roared at the taunt, and she felt adrenaline rush through her veins.

"But I didn't ask you, idiot." she sneered just as smoothly , as she grabbed his wrists with her enormous strength, and snaked her arms around his neck, twisting her fingers into his hair. She felt a brief spasm of satisfaction when she registered the look of shock on his features before she pounced on him, kissing his soft lips fiercely.

It was clear now, while Sai had once had the upper hand, now they were both fighting for dominance.

They struggled briefly, trying to push the other down onto the grass, but neither relented. Their contest for supremacy raged on, Sai had her pulling the hair at the back of his neck as she whimpered helplessly against the new emotions in her body. Sakura had him gasping for breath as she devoured his lips, his chin, his throat. Their hands danced on the other's bodies - she had found the crook in his collarbones, and her fingertips melted against the smooth planes there, feeling him jerk against the hypersensitive skin. Sai had more to work with - simply because she was the female in this situation, and when his hands finally cupped her mounds, he swallowed her screams with his mouth.

He tweaked her, finding out what she liked. He fingered her nipples softly, the alternated to pinching them firmly. From how her cries melted from pleasured to slightly pained, it seemed like she preferred being handled gently. His lips left hers for a minute, and he drifted down to her neck, kissing a soft trail as he went. As he got closer to her breasts, she began to hyperventilate, knowing full well what he intended to do.

"Nervous?" he asked lightly, voice slightly hoarse.

She attempted the best dirty look she could manage and threw it at him. "Not in the least." she replied coolly.

"Hn." was all he said, a sound that was both mocking and speculating in the same way.

His lips slowly descended upon her nipple, taking the bud into his mouth and rolling it gently in his mouth. Sakura fought fiercely against the moans that threatened to further boost his ego. Sai's eyes met hers then, eyelids low-set, and her breast still in his mouth. The sight was so strangely erotic that a loud breath escaped her. She felt him chuckle around her skin.

His other hand drifted up, and wrapped his fingers around the other. He massaged and caressed her, and she could no longer hold back her moans. She writhed insanely in his grasp, and he stopped trying to restrain her. Her breaths came short and quick - her cheeks hot and flushed.

"...Stop it." she pleaded as he swirled her nipple around his mouth, gently toying with it with his teeth.

"But why?" he contradicted silkily, kissing her breast gently.

He rose again, meeting her eyes.

"You obviously want me, very much." he murmured, lips brushing against hers. He was so close to her, she could see every individual eyelash pitch black against the pale skin bleached in the moonlight.

"I can't take it..." she moaned.

He chuckled softly. "This is nothing, my little Sakura blossom. We haven't even gotten to the fun part yet."

"Sai-"

"As you wish, ugly."

He pushed her gently back against the grass, and spread her legs wide. Her legs began to tremble, and she fought the urge to keep her modesty.

He crept up to her, and slid her panties down her long legs, throwing them somewhere in the direction of their discarded clothes. His hand slid up her knee, and along her inner thigh. She began to cry out in need.

"Nn..Sai, please.." she breathed, twisting, trying to make his fingertips touch her where she needed it most.

His eyes watched her reaction as he moved closer and stroked her womanhood. Her eyes were round and in shock as she dealt with the new sensations coursing through her body. He noticed the soft choking noise in the back of her throat.

"You like that?" he questioned, voice growing deeper, as he felt his arousal build by simply watching her as if she was the most engrossing film.

"Yesss...Mmm..I like it.." she gasped, as her hips began to move on their own.

He continued stroking up and down her slit, coyly grinning every time she jumped when he reached her sensitive bud.

"Yes - there. I want it there, Sai." she mumbled, clearly lost in her reactions as her eyes drifted shut.

"Come here." he whispered sexily.

He hoisted her up, as he leaned against the tree. He sat her down on his lap, her legs on either side of her as continued to get her off with his fingers. Her head leaned back over his bare shoulder and he ravaged her neck, knowing it would leave marks.

_Heh, she's a medic nin. She'll get rid of it somehow._

"You want me." he stated, as if it wasn't a question.

"Yes..." she breathed, shifting her hips so he could get a better angle.

"You want to me touch you like this." he mused, tracing the outer shell of her ear, as his fingers slipped inside her briefly, probing around her warmth.

"OH - yes-" she whimpered.

He kissed the side of her face once before staring into her eyes upside down.

"You want me to fuck you." he concluded, his eyes impassive.

"Kami - Yes, Sai." she pleaded.

He smirked once, before withdrawing his hand, earning him a noise of disapproval, and started undoing the buckle on his pants, and pushing them half way down his thighs. She was still sitting on lap, and his eyes didn't leave hers the whole time. He wordlessly spread her legs out gently and took position between them.

Slowly, gently, he slid inside of her. The look on her face said it all - there was no pain, nothing but an extreme pleasure as he slowly filled her out. Her breaths came short and quick. He could feel her muscles clenching and unclenching all around his length, so hot, so wet, so tight.

_Oh Kami...this is...fuck-_

She started to move before he did, bouncing in his lap, her body rolling, hips rocking, lips parted, eyes half lidded. His hand found the tufts of grass at the base of the tree, and he was holding on for dear life. Nothing - no one had ever told him that such intense emotions existed. No one.

And at last it was clear, he had been missing out on so much.

But waiting for it was worth it. The fact that the first woman who had cried out at his touch was Haruno Sakura was something he found contentment in.

But now she was whimpering, almost hyperventilating, so he knew that she needed her release.

His hands found her waist, and guided her up and down his length. He pushed her down to his hilt, all the way back up and down again. Her breath seemed to leave her, her back hunched, unable to cope with the raw, unfiltered _heat_ she was feeling.

"ah..ah-ah-AH SAI yes-YES..OH GOD-" she cried, her lips forming an O, and her eyes rolling back.

"Say it again, Sakura. Who is doing this to you?" he murmured in her ear, despite the lack in control of his voice.

"Sai...Sai...harder..." she panted out between thrusts, her breasts bouncing from the force.

He hoisted her up unto her feet, making her squat over him, and pushed down her hips harder than before. She started to scream wildly, her fluids running over their sex, down his legs.

He knew then he wouldn't be able to take much more. And she had to come with him.

His hand reached up to her pink locks and pulled her head back, arching her spine. He lifted his hips off the ground, giving them more leverage, but she couldn't move away from the full force of his thrusts.

"Come now, Sakura-chan. Come over me."

"Sai..." she moaned weakly, and he knew she must be close.

"Now, Sakura."

"Fuck..." her muscles began to tightened even more, as if that was even possible.

"Come for me baby...come for me.." he whispered into her ears again, his free hand that was previously holding her waist came down to circle her clit.

"OH GOD-" her body began to quake, and her thrusts became deeper and harder as she whined out nonsense cries of pleasure.

Then...

Just as she was about to finish...

"OH GOD - yesyesyes- SASUKE!" she screamed into the treetops, as she came violently over Sai's manhood. He grunted deeply, hands tightening on the grip of her hair, and reacted to her muscles milking him as he shot his seed deep inside her. As she rode out her orgasm, her body still twitching, he turned away to hide the look of let-down he felt.

_It's always him._

After a few seconds of nothing but silence and wind, their heartbeats levelling out again, he withdrew his flaccid length from her, wiping the mixture of his seed and her juices from it. He dressed efficiently, and was soon completely clothed while she was still wearing nothing but a skirt and boots.

"Here, Haruno-san." he murmured quietly, handing her back her panties, shirt and bra.

She sat up, dressed in silence, and when they were both done, they leant against the tree.

The silence became thicker, and both struggled to find words to say.

"...Haruno-san?" she questioned. "I thought we were past formalities." she said.

He looked her briefly, and casted his gaze back up at the stars.

"Tell no one of what happened tonight." he stated, and it to her it almost sounded harsh. "I don't think that the news of Konoha's best medic screwing some random ninja would come anything short of a scandal." he added.

She swallowed uneasily. After all that had happened, she knew somehow it would hurt him. Even if he pretended that he couldn't feel anything, she knew that calling out Sasuke's name had hurt him, or his pride at the very least.

"...Sai...I'm so sorry." she mumbled. Both of them knew what she meant.

"No, you're not."

"Yes, I am."

He looked at her again, and this time he managed to hide most of the jealousy in his eyes.

She sighed. It was so unfair of her to use him like that. But she knew, somehow, that he didn't love her. So it would be okay. They were just friends. Just experimenting.

_Yeah. He doesn't love me. Nothing but friends._

He felt betrayed somehow - after giving her everything he had - after sharing all that beauty with her - then _Sasuke_. Always that fucking traitor. He could be so much more if she gave him the chance. At least he actually cared about her. What was she to Sasuke? He could protect her, love her, make her happy. But she chose the guy who knocked her out and left her on a fucking bench.

"I'll...see you tomorrow." she mumbled again, getting up, and preparing to walk away.

"Sakura?" he called, watching as she spun around curiously.

"...It's ok if you need to pretend. I can be your Sasuke." he murmured, eyes downcast.

She had to bite back guilt on her face when he said such selfless words to her.

"...Thank you, Sai." she whispered, and turned away.

He sort of noticed it when she wasn't there anymore. He relaxed against the tree, and watched the stars until they disappeared, and the sun took their place.

She might of thought he ws being gallant, by sacrificing his happiness to make her happy in turn, but in all truth, he was doing this for himself, mostly. Because if it meant that seeing her again like that, watching her moan under his touch, feeling her body wrapped around his...

Hell, he could be Sasuke.

Because in every love story...someone has to lose.

* * *

**R&R baby ;)**


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